UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15F
CERTIFICATION OF A FOREIGN PRIVATE ISSUER'S TERMINATION OF
REGISTRATION OF A CLASS OF SECURITIES UNDER SECTION 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934 OR ITS TERMINATION OF THE
DUTY TO FILE REPORTS UNDER SECTION 13(a) OR SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 333-1-276-2
Royal & Sun Alliance Insurance Group plc
(Exact name of registrant as specified in its charter)
9th Floor, One Plantation Place
30 Fenchurch Street
London EC3M 3BD
Great Britain
44 (0) 20 7111 700
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Ordinary shares, nominal value 27.5p per share
(Title of each class of securities covered by this Form)
Place an X in the appropriate box(es) to indicate the provision(s) relied upon
to terminate the duty to file reports under the Securities Exchange Act of 1934:
Rule 12h-6(a) [ ] Rule 12h-6(d) [ ]
(for equity securities) (for successor registrants)
Rule 12h-6(c) [ ] Rule 12h-6(i) [X]
(for debt securities) (for prior Form 15 filers)
PART I
Item 1. Exchange Act Reporting History
Not Applicable.
Item 2. Recent United States Market Activity
Not Applicable.
Item 3. Foreign Listing and Primary Trading Market
A. The primary trading market for Royal & Sun Alliance Insurance Group
plc's (the "Company") ordinary shares, nominal value 27.5 pence per share (the
"Shares"), is the London Stock Exchange (the "LSE").
B. The date of the initial listing of the Shares on the LSE is 3 July
1989. The Company has maintained a listing of its Shares on the LSE for at least
the 12 months preceding the date hereof.
C. For the recent 12 month period from 31 August 2006 to 31 August
2007, at least 99 % of the trading volume in the Shares occurred in the United
Kingdom on the LSE.
Item 4. Comparative Trading Volume Data
A. The first and last day of the recent 12-month period used to meet
the requirements of Rule 12h-6(a)(4)(i) are 31 August 2006 and 31 August 2007.
B. For the recent 12-month period referenced above in Item 4.A., the
average daily trading volume of the Shares in the United States and on a
worldwide basis was 86,907 and 15,713,343, respectively.
C. For the recent 12-month period referenced above in Item 4.A., the
average daily trading volume of the Shares in the United States as a percentage
of the average daily trading volume on a worldwide basis was 0.55%.
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D. The Company terminated its American Depositary Receipt program (the
"ADR Program") on 30 October 2006 in respect of its American Depositary Shares
(as evidenced by American Depositary Receipts), each representing five Shares,
and delisted the American Depositary Shares and the Shares underlying the
American Depositary Shares from the New York Stock Exchange on October 30, 2006.
The remainder of the information required by Item 4.D of Form 15F is not
applicable. The Company is filing Form 15F pursuant to Rule 12h-6(i).
E. The Company terminated the ADR Program on 30 October 2006. The
remainder of the information required by Item 4.E of Form 15F is not applicable.
The Company is filing this Form 15F pursuant to Rule 12h-6(i).
F. The source of the trading volume information used for determining
whether the Company meets the requirements of Rule 12h-6 is Merrill Lynch, which
obtained the required information from Bloomberg.
Item 5. Alternative Record Holder Information
Not Applicable.
Item 6. Debt Securities
Not Applicable.
Item 7. Notice Requirement
Not Applicable.
Item 8. Prior Form 15 Filers
A. The Company filed a Form 15 on 21 December 2006 to suspend its
reporting obligations with respect to the Shares pursuant to Rule 12g-4(a)(2)(i)
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The
Company also filed a Form 15 on 8 January 2007 to inform the Commission under
Rule 15d-6 that the Company's duty to file reports pursuant to Section 15(d) of
the Exchange Act was suspended.
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B. Items 3 and 4 of this Form 15F are incorporated herein by
reference.
C. Not Applicable.
PART II
Item 9. Rule 12g3-2(b) Exemption
The information required under Rule 12g3-2(b)(1)(iii) is available on the
Company's website at http://www.royalsun.com.
PART III
Item 10. Exhibits
None.
Item 11. Undertakings
The undersigned issuer hereby undertakes to withdraw this Form 15F if, at
any time before the effectiveness of its termination of reporting under Rule
12h-6, it has actual knowledge of information that causes it reasonably to
believe that, at the time of filing the Form 15F:
(1) The average daily trading volume of its subject class of securities in
the United States exceeded 5 percent of the average daily trading
volume of that class of securities on a worldwide basis for the same
recent 12-month period that the issuer used for purposes of Rule
12h-6(a)(4)(i);
(2) Its subject class of securities was held of record by 300 or more
United States residents or 300 or more persons worldwide, if
proceeding under Rule 12h-6(a)(4)(ii) or Rule 12h-6(c); or
(3) It otherwise did not qualify for termination of its Exchange Act
reporting obligations under Rule 12h-6.
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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, Royal
& Sun Alliance Insurance Group plc has duly authorized the undersigned person to
sign on its behalf this certification on Form 15F. In so doing, Royal & Sun
Alliance Insurance Group plc certifies that, as represented on this Form, it has
complied with all of the conditions set forth in Rule 12h-6 for terminating its
registration under section 12(g) of the Exchange Act, or its duty to file
reports under section 13(a) or section 15(d) of the Exchange Act, or both.
Date: 27 September 2007
By: /s/ George Culmer
--------------------------------
Name: George Culmer
Title: Chief Financial Officer
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